If you are looking for offerings capped at $20 million or less, you are specifically looking for Regulation A+ Tier 1 offerings.
In the world of "Mini-IPOs," Tier 1 is the smaller sibling. Companies choose it because it doesn't require audited financial statements (a huge cost saver), but it is rarer because the company must get approval from the securities regulators in every state where they want to sell shares (known as "Blue Sky" laws).
1. Companies & Recent Examples ($20M or Less)
While many Tier 1 companies are small startups or real estate syndicates that don't always list on major exchanges, here are a few types of companies that typically operate in this "under $20M" bucket:
- Swarmer, Inc. (SWMR): A tech company that recently went public in early 2026. While many tech IPOs are huge, Swarmer represents the smaller, high-growth "micro-cap" profile often associated with these types of rounds.
- Knightscope (KSCP): Though they eventually raised much more, their early rounds were smaller Reg A+ tranches that helped them build the retail investor "fanbase" they have today.
- Real Estate "eREITs": Many companies like Fundrise or RealtyMogul launch individual "Series" or specific property funds that are capped at $20M under Tier 1 rules to avoid the heavy reporting of Tier 2.
- Community Banks & Local Brands: You’ll often find local breweries (like BrewDog in its early days) or small community banks using Tier 1 to raise $5M–$15M from their local customers.
2. How to Find Them on EDGAR (Step-by-Step)
Because these companies aren't always "household names," the best way to find them is to search for the specific filing type on the SEC website.
The Filter Strategy:
- Go to the EDGAR Search Tool.
- In the Filing Type box, type 1-A.
- In the Boolean/Keyword search box, type: "Tier 1"
- Note: This filters for companies specifically choosing the $20M cap route.
- Look at the "Offering Price" or "Aggregate Offering" section within the document.
Key Documents to Review:
- Form 1-A: This is the "Offering Circular." It’s the most important document—it tells you exactly how much they are raising (e.g., "$15,000,000") and what they plan to do with the money.
- Form 1-Z: This is the "Exit Report." Look for this to see how much money they actually raised versus what they asked for.
3. Tier 1 vs. Tier 2 Comparison
Since you are looking at the $20M threshold, it helps to see why a company might stay under that limit:
| Feature | Tier 1 (Up to $20M) | Tier 2 (Up to $75M) |
|---|---|---|
| Audit Required? | No | Yes (Audited financials) |
| State Review? | Yes (Must clear each state) | No (SEC only) |
| Ongoing Reports? | Minimal (Final report only) | Significant (Annual/Semi-annual) |
| Investor Limits? | None | 10% of Income/Net Worth limit |
Pro Tip: If you find a company on a crowdfunding site (like Republic, Wefunder, or StartEngine) that is raising more than $5M but less than $20M, they are almost certainly filing a Form 1-A on EDGAR. You can use the company name to see their full "legal" pitch deck on the SEC site.
Would you like me to look up the most recent "Tier 1" qualified filings from this month so you can see some live examples?